I am aware of casebooks that cover UCC Article 2, 2A (Sales + Leases); UCC Article 9 (Secured Transactions); UCC Articles 3, 4, and 4A (Payment Systems). I presume UCC 8 is covered by Securities Law. However, I cannot find law casebooks that cover UCC Articles 5, 6, 7. Could anyone assist with this? Thanks.
1 Answers
I studied Uniform Commercial Code Article 5 (Letters of Credit) from the first edition of White, Summers, Barnhizer, Barnes, and Snyder's "Principles of Payment Systems", 2d edition. It also discusses some aspects of Uniform Commercial Code Article 7 in connection with Uniform Commercial Code Article 5, because Warehouse Receipts (Article 7) are often used in conjunction with Letters of Credit. The New York City Bar Association did adopt a report Article 7 in the year 2011.
Note also that most Letter of Credit transactions opt out of UCC Article 5 and instead incorporate by reference the International Chamber of Commerce oversaw the preparation of the first Uniform Customs and Practice for Documentary Credits (UCP) in 1933, creating a voluntary framework for commercial banks to apply to transactions worldwide. The current version from 2007 is UCP 600 (which is basically adopted in lieu of Article 5 in New York State). This should also be discussed in that textbook.
Uniform Commercial Code Article 6 has been repealed in almost every jurisdiction. There are law review articles about it of historical interest. See, e.g., Steven F. Brines, "Article Six Bulk Transfers: Thirty Years of Confusion", 86(1) W. Va. L. Rev. 29 (1983) and Dean Clark, "Bulk Sales under the Uniform Commercial Code", 14 WYO. L.J. 30 (1959). According to the Uniform Law Commissioners (I used to be a law partner of one of them):
Uniform Commercial Code Article 6 covers bulk sales - a topic many states have determined is obsolete. The original version of Article 6 was withdrawn by the Uniform Law Commission and the American Law Institute in 1989 and replaced with two options for every state to consider: replace Article 6 with a revised version 6, or repeal Article 6 entirely. The ULC recommends repeal, and nearly every state has followed that recommendation.
Maryland appears to be the only jurisdiction that has not repealed it. Maryland's version of UCC Article 6 can be found here. It is possible that the state bar association in Maryland has a practice guide on it.
The problem that UCC Article 6 is supposed to deal with is mostly dealt with today through the Uniform Fraudulent Transfers Act (or its successor the Uniform Voidable Transfers Act) and the parallel provision regarding preferences and clawbacks of Title 11 of the United States Code (the Bankruptcy Code).
I presume UCC 8 is covered by Securities Law.
Some securities law textbooks ignore it entirely, some mention it in passing in an introductory chapter without exploring it in depth, and some give it more in depth treatment. As a practicing attorney, I've had to resort to it many times, and it often comes up in connection with Article 9 of the UCC and in bankruptcy cases, as well as in day to day corporate secretary work for corporations. The Official Comments to Article 8 are often very helpful. It might also be discussed in a basic "Corporate Law" or "Corporations" textbook.